Ocean Sky International Limited - Ocean Sky International Ltd ...

Articles of Association
Provisions relating to Directors
The provisions in the Articles of Association of our Company relating to (a) a Director’s power to
vote on a proposal, arrangement or contract in which the Director is materially interested; (b) the
Director’s power, in the absence of an independent quorum, to vote compensation to themselves
or any members of their body; (c) borrowing powers exercisable by the Directors and how such
borrowing powers can be varied; (d) retirement or non-retirement of Directors under an age limit
requirement; and (e) number of shares, if any, required for Director’s qualification, are as follows:
Article 76
A Director shall not be required to hold any shares of the Company by way of qualification. A
Director who is not a member of the Company shall nevertheless be entitled to receive notice of
and to attend and speak at General Meetings.
Article 77
The ordinary remuneration (directors’ fees) of the Directors, which shall from time to time be
determined by an Ordinary Resolution of the Company, shall not be increased except pursuant to
an Ordinary Resolution passed at a General Meeting where notice of the proposed increase shall
have been given in the notice convening the General Meeting and shall (unless such resolution
otherwise provides) be divisible among the Directors as they may agree, or failing agreement,
equally, except that any Director who shall hold office for part only of the period in respect of which
such remuneration or fees are payable shall be entitled only to rank in such division for a
proportion of remuneration or fees related to the period during which he has held office. The
ordinary remuneration (fees) of an executive Director may not include a commission on or a
percentage of turnover and the ordinary remuneration or fees of a non-executive Director shall be
a fixed sum, and not by a commission on or a percentage of profits or turnover.
Article 78
Any Director who holds any executive office, or who serves on any committee of the Directors, or
who otherwise performs services which in the opinion of the Directors are outside the scope of the
ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or
otherwise as the Directors may determine, other than by a commission on or percentage of
commission or turnover, Provided that such extra remuneration in case of an executive Director
shall not by way of commission on or a percentage of turnover and in the case of a non-executive
Director shall be by a fixed sum, and not by a commission on or a percentage of profits or
turnover.
Article 90
The Directors to retire by rotation shall include (so far as necessary to obtain the number required)
any Director who is due to retire at the meeting by reason of age or who wishes to retire and not to
offer himself for re-election. Any further Directors so to retire shall be those of the other Directors
subject to retirement by rotation who have been longest in office since their last re-election or
appointment and so that as between persons who became or were last re-election Directors on the
same day, those to retire shall (unless they otherwise agree among themselves) be determined by
ballot. A retiring Director shall be eligible for re-election.
Article 91
The Company at the meeting at which a Director retires under any provision of these presents may
by Ordinary Resolution fill the office being vacated by electing thereto the retiring Director or some
other person eligible for appointment. In default, the retiring Director shall be deemed to have
been reelected except in any of the following cases :
(a) where at such meeting it is expressly resolved not to fill such office or a resolution for the
reelection of such Director is put to the meeting and lost; or
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